UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
January 30, 2020
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YETI
HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-38713
(Commission File Number)
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45-5297111
(IRS Employer Identification No.)
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7601 Southwest Parkway
Austin, Texas
(Address of principal executive offices)
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78735
(Zip Code)
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Registrant’s telephone number, including area code (512) 394-9384
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(Former name or former address, if changed
since last report)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name
of each exchange on which
registered
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Common Stock, par value $0.01 per share
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YETI
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period or complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2020,
the Board of Directors (the “Board”) of YETI Holdings, Inc. (“YETI”) increased the size of the Board to
nine members and appointed Frank D. Gibeau as a director to fill the resulting vacancy, effective immediately. Mr. Gibeau was assigned
as a Class I director and will serve for an initial term ending at YETI’s 2022 Annual Meeting of Stockholders. The Board
also appointed Mr. Gibeau to the Audit Committee of the Board, having determined that he satisfies all applicable requirements
to serve on such committee.
Mr.
Gibeau is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor
is he a party to any transactions required to be disclosed under Item 404(a) of Regulation
S-K involving YETI or any of its subsidiaries.
For his service on
the Board as a non-employee director, Mr. Gibeau will receive compensation in the same manner as YETI’s other non-employee
directors, including a pro-rated automatic initial restricted stock unit grant, in accordance with the YETI Non-Employee Director
Compensation Policy, which was filed as Exhibit 10.20 to YETI’s Registration Statement on Form S-1 initially filed with the
Securities and Exchange Commission on September 27, 2018 (as amended, the “Registration Statement”).
YETI will enter into
an indemnification agreement with Mr. Gibeau in substantially the same form as the Form of Director and Officer Indemnification
Agreement, which was filed as Exhibit 10.21 to the Registration Statement.
A copy of the press
release announcing Mr. Gibeau’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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YETI HOLDINGS, INC.
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Date: February 3, 2020
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By:
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/s/ Bryan C. Barksdale
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Name:
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Bryan C. Barksdale
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Title:
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Senior Vice President,
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General Counsel and Secretary
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Exhibit 99.1
YETI Appoints Frank Gibeau to Board of
Directors
AUSTIN, Texas (February 3, 2020) – YETI Holdings, Inc.
(“YETI”) (NYSE: YETI) today announced its Board of Directors has appointed gaming and interactive entertainment executive
Frank Gibeau as an independent director, effective January 30, 2020. Following the announcement, YETI’s board consists of
nine members with significant experience across multiple business sectors, including eCommerce, retail, consumer products, financial,
and product development.
“We’re thrilled to have Frank join as our newest
member of the YETI Board,” said David Schnadig, Chair of the Board of Directors. “As the CEO of Zynga, Frank’s
strong credentials in corporate strategy, product development and brand building have driven significant growth during his tenure,
and we are eager to tap his expertise as we continue to drive sustainable growth for the YETI brand.”
Mr. Gibeau has served as the CEO of Zynga, a leading provider
of social game services, since 2016 and has sat on Zynga’s Board of Directors since 2015. At the helm of Zynga, Mr. Gibeau
has led the company’s turnaround and transition into rapid growth with Zynga’s market cap nearly tripling.
Prior to his time at Zynga, Mr. Gibeau spent more than twenty
years at Electronic Arts Inc., a global leader in digital interactive entertainment, in a number of business and product leadership
roles. From 2013 until his departure in 2016, he served as Executive Vice President of EA Mobile, where he led strategy, product
development and publishing for the company’s fast-growing mobile games business. From 2011 until 2013, Mr. Gibeau served
as President of EA Labels, where he oversaw IP development, worldwide product management and marketing for major console and PC
properties. Mr. Gibeau also spent four years as the President of the EA Games Label, leading a successful business turnaround during
his tenure. Prior to that role, Mr. Gibeau acted as EA’s Executive Vice President and General Manager of The Americas, where
he was directly responsible for a publishing operation that accounted for a significant portion of EA’s annual revenue.
Since 2015, Mr. Gibeau has served as the Chairman of the Corporate
Advisory Board for the Marshall School of Business at the University of Southern California. He previously served on the Board
of Directors for Cooliris, a mobile content and communication technology company, and Graphiq, a data visualization company. Mr.
Gibeau received a Bachelor of Science in Business Administration from the University of Southern California and a Masters of Business
Administration from Santa Clara University.
“We are honored to welcome Frank to the YETI Board of
Directors,” said Matt Reintjes, President and CEO at YETI. “Through his leadership, Frank has led Zynga to resurgent
growth and innovation. His experiences align well with the key strategic growth priorities for YETI.”
About YETI Holdings, Inc.
YETI is a growing designer, marketer, retailer, and distributor
of a variety of innovative, branded, premium products to a wide-ranging customer base. Our mission is to ensure that each YETI
product delivers exceptional performance and durability in any environment, whether in the remote wilderness, at the beach, or
anywhere else life takes our customers. By consistently delivering high-performing products, we have built a following of engaged
brand loyalists throughout the United States, Canada, Japan, Australia, and elsewhere, ranging from serious outdoor enthusiasts
to individuals who simply value products of uncompromising quality and design. Our relationship with customers continues to thrive
and deepen as a result of our innovative new product introductions, expansion and enhancement of existing product families, and
multifaceted branding activities
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